April 9, 1995 LETTER OF INTENT ---------------- Gentlemen: Ingersoll-Rand Company, through a designated subsidiary, hereby proposes to acquire Clark Equipment Company ("the Company"). We are prepared to make an offer to acquire 100% of the Company's common stock for a cash purchase price of $86.00 per share subject to the execution of the attached agreement and plan of merger. In submitting this proposal it is our understanding that it is not deemed self-executing and that our respective legal obligations shall arise solely from the definitive merger agreement described above. Very truly yours, INGERSOLL-RAND COMPANY By /s/ James E. Perrella --------------------------- Title: President and Chief Executive Officer Agreed to as of April 9, 1995 CLARK EQUIPMENT COMPANY By: /s/ Leo J. McKernan -------------------------- Title: President and Chief Executive Officer